1. What responsibilities do you need as an agent shareholder?
1. Legal liabilities of the borrowed shareholders
If there is evidence that the registered shareholder is only used by others in name, does not participate in corporate governance, does not enjoy real shareholder rights, and does not perform shareholder obligations, then the law will not protect its rights as a "shareholder".
Because fulfilling the obligation of capital contribution to the company is the basis of shareholders' rights, nominal shareholders without actual capital contribution will not enjoy shareholders' rights such as the right to know, the right to vote, the right to vote, the right to be elected, the right to transfer capital contribution and the right to income.
On the contrary, when the company is insolvent, because its shareholder status has been publicized to the public, this kind of private lending behavior between the actual investor and the nominal shareholder cannot confront the bona fide third party, so the nominal shareholder will not enjoy the shareholder rights, but there is a legal risk of joint liability for the company debts within the scope of its capital contribution.
2. The legal responsibilities ahead.
Because the form of nominal agreement is mainly reflected in the legal act of equity transfer, disputes arising from nominal agreement in practice often involve the validity of the company's equity transfer agreement.
Whether the failure to register after the equity transfer affects the acquisition of shareholders' qualifications should be determined according to the behavior of the parties after the equity transfer, and it cannot be simply affirmed or denied.
However, it is generally believed that on the premise that all requirements are met, the shareholder qualification should be confirmed only if the industrial and commercial change registration is not carried out.
2. What are the obligations of the shareholders of a limited company?
1. Abide by the Articles of Association;
2. Pay the subscribed capital contribution on schedule;
3. Limited liability for the company's debts;
Shareholders of a limited liability company are only indirectly liable for the company's debts to the extent of their capital contribution, that is, shareholders do not have to be liable for the company's debts with their own personal property.
4. Help to fulfill obligations;
Under the following circumstances, the shareholders of a limited liability company shall bear the obligation of capital contribution: when the company is established, if the shareholders make capital contribution in kind, industrial property rights, non-patented technology and land use rights instead of money, and the actual price after evaluation and pricing is obviously lower than the price evaluated in the company's articles of association, the contributing shareholders shall make up the difference, and other shareholders shall bear joint and several liabilities.
5. Additional capital contribution obligations; Additional capital contribution means that in addition to their respective capital contributions, the shareholders' meeting can also make a resolution to require shareholders to pay more than their capital contributions. The obligation of additional capital contribution is one of the articles of association of the company, that is, the company law does not list its contents, but it will take effect once it is recorded.
6. During the existence of the company, the capital contribution shall not be withdrawn without authorization;
7. Other obligations that should be performed according to law.
3. What are the consequences of the change of the equity signature?
There are also two kinds of proxy signatures for equity change: authorized and unauthorized. If there is a power of attorney, the act is usually effective; If the changes in equity contract is signed without the power of attorney of the parties, and the validity of the contract is to be determined, and the parties do not ratify it afterwards, the act is invalid, and the act is valid after ratification.
Shareholders of a person with full capacity for civil conduct shall sign and confirm changes in equity.
Shareholders and guardians of persons without capacity for civil conduct have the right to dispose of their property, but they cannot harm their interests, otherwise the persons without capacity for civil conduct can recover from the date when they have their own capacity for civil conduct. However, equity transfer can't be against a bona fide third party.
A person with limited capacity for civil conduct may carry out civil juristic acts by his legal representative, or with the consent and ratification of his legal representative, but he may independently carry out civil juristic acts that are purely beneficial or suitable for his age and intelligence.
Whether it is possible to entrust others to handle the industrial and commercial registration of equity change in the industrial and commercial bureau, now many industrial and commercial bureaus require that they must be present in person. It is suggested to call the industrial and commercial bureau first to consult the process and requirements of equity change to avoid wasting time and energy. If it can be signed by others, then the power of attorney of the parties is needed, otherwise the industrial and commercial bureau will not accept it.
Legal basis:
Article 28 of the Company Law of People's Republic of China (PRC)
Shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association.
Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank;
Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law.
Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time.